The Bridge Facility Agreement under Swiss law is utilized when a company requires immediate financing but expects to replace it with longer-term funding in the near future. Common scenarios include acquisition financing, refinancing of maturing debt, or funding immediate capital needs pending a bond issuance or equity raising. The document comprehensively addresses the temporary nature of the facility, including specific provisions for refinancing obligations, pricing step-ups to encourage timely refinancing, and detailed conditions for extension if needed. It must comply with Swiss banking regulations, financial market supervision requirements, and incorporate appropriate security and enforcement mechanisms under Swiss law. The agreement is particularly relevant in time-sensitive transactions where permanent financing arrangements require longer preparation time. The Bridge Facility Agreement includes detailed sections covering facility terms, drawdown mechanics, representations, covenants, and events of default, all structured to align with Swiss legal requirements and market standards.

1. Parties: Identification of the borrower, lender(s), facility agent, and any other parties

2. Background: Context of the bridge facility, including purpose and intended refinancing

3. Definitions and Interpretation: Defined terms, construction rules, and interpretation principles

4. The Facility: Core terms of the bridge facility including amount, purpose, and availability

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the facility

7. Interest: Interest calculation, periods, payment, and default interest provisions

8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment

9. Refinancing Obligations: Requirements and timeline for refinancing the bridge facility

10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

11. Increased Costs and Mitigation: Provisions for dealing with changes affecting the lenders' costs

12. Representations and Warranties: Standard and transaction-specific representations

13. Information Undertakings: Borrower's obligations to provide financial and other information

14. General Undertakings: Positive and negative covenants of the borrower

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Transfer and assignment provisions

17. Administration: Role and duties of the facility agent and payment mechanics

18. Notices: Communication procedures and contact details

19. Calculations and Certificates: Basis for calculations and form of certificates

20. Governing Law and Enforcement: Swiss law as governing law and enforcement provisions